1. INTRODUCTION: Top Ad Online agrees to provide you (the “Advertiser”) with Advertising Services (defined in section 5 below), subject to the Advertiser’s compliance with the terms and conditions hereafter outlined (the “Terms and Conditions”). Please read the Terms and Conditions carefully. As an advertiser engaging Top Ad Online for its Advertising Services, Advertiser agrees to be bound by these Terms and Conditions, both for current and for any additional services for which it may contract with Top Ad Online, including all payment terms (collectively, the “Agreement”). By “Advertiser,” as we use that term herein, we mean you, whether you are using the Advertising Services yourself, or whether you are securing the advertising services as agent for the actual advertiser. In the latter case, you represent that you have authority to legally bind the advertiser you are representing, and both you and the advertiser you are representing are jointly and severally bound as if you each separately consented to this Agreement.

  2. ACCEPTANCE OF THESE TERMS AND CONDITIONS: Advertiser or its agent or representative verbally accepted a summary of key provisions related to payment, term of service, and Top Ad Online’s cancellation policy, and/or expressly accepted these Terms and Conditions through affirmative action by clicking “Place Order” following an opportunity to review these Terms and Conditions.

    In the event Advertiser does not accept these Terms and Conditions within thirty (30) days of initial presentation of the Terms and Conditions to Advertiser by Top Ad Online, then the offer by Top Ad Online to provide Advertising Services upon the pricing, terms, and conditions initially proposed shall be deemed withdrawn. Advertiser may thereafter again request Advertising Services, in response to which Top Ad Online will present new pricing, terms, and conditions for Advertiser’s consideration.

  3. No refunds. Advertisers are responsible for their own payments and any overdrawn accounts in the case of an auto withdrawal. Advertisers and Top Ad Online, at their convenience, with a minimum of 30 days written notice, may discontinue service with proper correspondence.

  4. PERSONAL INFORMATION: By agreeing to these Terms and Conditions, Advertiser also agrees to receive information from Top Ad Online regarding Advertiser’s account, and about the Advertising Services provided to Advertiser. Advertiser also agrees to receive marketing information from Top Ad Online about Top Ad Online promotions or announcements or offers to provide additional or enhanced services (“Marketing Messages/Upsells”). During the time that Advertiser is receiving the Advertising Services, Advertiser cannot opt out of the Service Messages.

    Whether or not Advertiser accepts these Terms and Conditions, any personally identifiable information provided by Advertiser shall be subject to Top Ad Online’s privacy policy, which can be read at

    In the event that Advertiser provides its contact information to Top Ad Online and then either affirmatively rejects or has not within thirty (30) days accepted these Terms and Conditions, and as a result the Advertising Services are not provisioned, or following the expiration or cancellation of Advertising Services previously provided to Advertiser, Advertiser may continue to receive Marketing Messages from Top Ad Online.

    Any requests to opt out pursuant to the terms of this section will require a reasonable amount of time for processing by Top Ad Online, and Advertiser may continue to receive messages during the processing period.

  5. RECURRING PAYMENTS AND TERM OF AGREEMENT: The term of each Advertising Service shall begin as of the date of acceptance of these Terms and Conditions by Advertiser. Billing will occur in the form of a one-time setup payment and an automatically recurring monthly payment, as set forth in the specific product/service terms detailed in an order form agreement between both parties.

  6. MODIFICATION: Advertiser understands that Top Ad Online may modify its standard terms and conditions and service offerings from time to time and that Top Ad Online reserves the right to adjust the pricing of such services, effective upon the next automatic renewal date of the affected Advertising Service(s), after not less than thirty (30) days’ advance written notice to Advertiser.

  7. ACCESS: Advertiser agrees to grant Top Ad Online access to their websites and/or advertising accounts in order that Top Ad Online can create and manage Advertiser’s advertising campaigns. Advertiser is authorized to access Top Ad Online-owned, operated, or hosted websites that require log in or account information solely to manage Advertiser’s advertising account(s). Advertiser agrees that it will not use the site or any content therein for any other purpose and that it will not disseminate or distribute any of said information. Advertiser’s right to access its account with Top Ad Online is personal to Advertiser and non-assignable and is subject to any limits established by Top Ad Online. Advertiser agrees that it will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access Advertiser’s account with Top Ad Online or to monitor or copy Top Ad Online’s website or the content contained therein, except those automated means expressly made available by Top Ad Online.

  8. LATENCY: Advertiser understands that, any information or data provided by Advertiser to Top Ad Online may not be processed on a real-time basis and may be subject to the latency of the Internet, the Top Ad Online systems and network of third-party partners and search engines.

  9. OWNERSHIP OF NON-ADVERTISER PROPERTY. Title and full ownership rights in and to the Advertising Services, together with any and all ideas, concepts, advertising campaign optimizations, computer programs, and other technology supporting or otherwise relating to Top Ad Online’s operation, including, but not limited to, bid management, task management, content development and website(s) (collectively, the “Top Ad Online Materials”), shall remain at all times solely the ownership of Top Ad Online. Advertiser acknowledges that it has not acquired any ownership interest in the Top Ad Online Materials and will not acquire any ownership interest in the Top Ad Online Materials by reason of this Agreement. If services are discontinued for any reason, Top Ad Online reserves the right to remove any Top Ad Online Materials from the Advertiser’s advertising account(s) and/or website(s).

  10. ADVERTISER’S SITE: Unless Advertiser’s website is designed and provided by Top Ad Online as a part of its Advertising Services, Advertiser hereby acknowledges that neither Top Ad Online nor its Promotional Partner (if applicable) is responsible for the development, maintenance, and operation of the Advertiser website(s), nor for any content or other materials that appear on, and all visitors to, the Advertiser website(s), nor is Top Ad Online or its Promotional Partner responsible for order entry, payment processing, shipping, cancellations, returns, or customer service concerning orders placed on Advertiser’s website(s). Advertiser further warrants that it will not add to or place upon its site any Top Ad Online or Promotional Partner owned or licensed content, including but not limited to any Top Ad Online search listings, except pursuant to a separate signed affiliate agreement with Top Ad Online.

  11. ADVERTISER COVENANTS: Advertiser further agrees to perform as follows:

    • Advertiser will not hold Top Ad Online or its affiliates, or Promotional Partner or its affiliates, if applicable, liable or responsible for the activities of visitors who come to Advertiser’s website(s) through Advertising Services.

    • In the event that Advertiser has been referred to the Advertising Services by or through a Top Ad Online partnership promotion, such that Promotional Partner is a beneficiary of these terms and conditions, Advertiser agrees that Top Ad Online may share all data it obtains, including product performance data, with Promotional Partner, and Promotional Partner shall have the same rights to access and use said data as Top Ad Online itself.

    • Advertiser agrees that if the Advertising Services ordered from Top Ad Online include paid search management, and if the paid search management is being performed through an existing account rather than Top Ad Online’s account, then Advertiser will grant Top Ad Online exclusive administrative access to said account. Advertiser may retain read-only access, but will allow Top Ad Online to perform the Advertising Services without shared administrative rights. Advertiser acknowledges that this is necessary for Top Ad Online to effectively perform the Advertising Services.

    • Advertiser will not, for a period of one (1) year following the date on which the term of this Agreement ends, either (a) solicit for employment any employee or independent contractor employed by Top Ad Online, (b) advise or encourage any employee or independent contractor employed by Top Ad Online to terminate employment with Top Ad Online, or (c) knowingly interfere or attempt to interfere with the employment relationship between Top Ad Online and any of its employees or with any relationship between Top Ad Online and any independent contractor who performs services for Top Ad Online. Notwithstanding the foregoing, general solicitations for employment (i.e., through job boards or general advertisements) and any employment relationship established as a result of responses to general solicitations for employment shall not be deemed a violation of this Advertiser Covenant.

  12. ADVERTISER INDEMNIFICATION OBLIGATIONS: Advertiser agrees to indemnify, defend, and hold harmless Top Ad Online, its distribution partners including Promotional Partner if applicable, their respective licensors and licensees, and affiliated companies, and any of their respective officers, directors, employees, representatives, and agents (collectively the “Indemnified Parties”), from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertising Services performed on behalf of Advertiser, Advertiser’s client’s website(s) or contents therein, Advertiser’s conduct, acts or omissions, or any alleged or proven breach by Advertiser of any term, condition, agreement, representation, or warranty herein. This indemnification excludes any Claim that arises solely from the acts or omissions of an Indemnified Party, as to that party. An Indemnified Party will notify Advertiser of any claim, action, or demand for which indemnity is required in the reasonable opinion of Indemnified Party, and will cooperate with Advertiser at Advertiser’s expense. An Indemnified Party shall have sole discretion to accept or reject the law firm Advertiser chooses to defend the Indemnified Party, which firm must be experienced in defending similar claims. Advertiser may not settle any lawsuit or matter relating to the culpability or liability of an Indemnified Party without the prior written consent of that party. An Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, Top Ad Online shall have the right to set off any liability of Advertiser to Top Ad Online with respect to a Claim against any amounts held on deposit with Top Ad Online by Advertiser.

  13. ADDITIONAL ASSISTANCE: In the event Advertiser requests or purchases any additional assistance, which may include, without limitation, adding tracking codes or making other changes to Advertiser’s website(s), in connection with Advertising Service, then Advertiser agrees to provide Top Ad Online with access to perform the requested or purchased additional assistance. Advertiser acknowledges that any additional assistance provided by Top Ad Online is also subject to the limitations of liability in this Agreement.

  14. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

  15. WAIVER: Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. No waiver of any breach or default of this Agreement by either party hereto shall be considered to be a waiver of any other breach or default of this Agreement.

  16. ENTIRE UNDERSTANDING: This document, with any other materials, documents, understandings, or agreements incorporated by reference herein, and any exhibit, schedule, or other supplementary document attached hereto, constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

  17. ATTORNEYS’ FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its attorneys’ fees reimbursed from the non-prevailing party.

  18. NO THIRD PARTY BENEFICIARIES: The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties, and where indicated, Promotional Partner, or their respective successors or permitted assigns.

  19. SURVIVAL: The sections of this Agreement that address or govern matters or circumstances that could occur after termination of this Agreement shall be interpreted to survive any such termination.

  20. SEVERABILITY: In the event that any clause, term, or provision of this Agreement is found to be unenforceable or otherwise disfavored under law or public policy such that a court of law would not enforce the same, then the same shall be severed from this Agreement and the remainder of the Agreement shall remain in full force and effect, and applied in a manner which most closely fulfills the original intent of the parties hereto.